UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                                    FORM 10-Q

(Mark One)

[X]        QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
                 OF THE SECURITIES EXCHANGE ACT OF 1934


                  For the quarterly period ended March 31, 1997
                                       OR

[ ]        TRANSITION  REPORT PURSUANT TO SECTION 13 OR 15 (d)
                 OF THE SECURITIES EXCHANGE ACT OF 1934



     For the transition period from                  to
                          Commission File No. 0 - 20660
                             COMPUTER CONCEPTS CORP.
             (Exact name of registrant as specified in its charter)


                 Delaware                          11-2895590
      (State or other jurisdiction of          (I.R.S. Employer
      incorporation or organization)            Identification  No.)


          80 Orville Drive, Bohemia, N.Y.           11716
     (Address of principal executive offices)     (Zip Code)


Registrant's telephone number, including area code     (516) 244-1500


Indicate  by check  mark  whether  the  registrant:  (1) has filed  all  reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

                      Yes  [X]           No  [  ]
 
The number of shares of $.0001 par value stock outstanding as of  
May 20, 1997 was:  101,904,836

<PAGE>



                    COMPUTER CONCEPTS CORP. AND SUBSIDIARIES

                                      INDEX




PART I -  FINANCIAL INFORMATION                                Page
                                                               ----   
Condensed Consolidated Balance Sheets
as of March 31, 1997 and December 31, 1996                       3

Condensed Consolidated Statements of Operations
For the Three Months Ended March 31, 1997 and 1996               4

Condensed Consolidated Statements of Cash Flows
For the Three Months ended March 31, 1997 and 1996               5

Notes to Condensed Consolidated Financial Statements             6 - 10

Management's Discussion and Analysis of Financial
Condition and Results of Operations                              11 - 14




                       PART II - OTHER INFORMATION

Item 1. Legal Proceedings                                        15

Item 2. Changes in Securities                                    15

Item 3. Defaults Upon Senior Securities                          15

Item 4.  Submission of Matters to a Vote of Security Holders     15

Item 5. Other Information                                        15

Item 6. Exhibits and Reports on Form 8-K                         15

Signatures                                                       16



<PAGE>
                    COMPUTER CONCEPTS CORP. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                   as of March 31, 1997 and December 31, 1996
                        (in thousands, except share data)

                                   ASSETS

<TABLE>
<CAPTION>
                                                            March 31,  December 31,
                                                             1997        1996                                           
                                                             ----        ----                                           
                                                          (Unaudited)
<S>                                                         <C>        <C>
CURRENT ASSETS:

Cash and cash equivalents.................................   $ 2,995   $ 5,675
Accounts receivable, net of allowance 
   for doubtful accounts of $502 and
   $693 in 1997 and 1996,  respectively...................     9,008     9,044
Advances to  officers ....................................       773       682
Inventories ..............................................        33        29
Prepaid expenses and other current assets ................       888     1,036
                                                                 ---     -----
Total current assets .....................................    13,697    16,466

INSTALLMENT ACCOUNTS RECEIVABLE, due after one year.           4,243     3,714

PROPERTY AND EQUIPMENT, net ..............................     1,857     1,605

SOFTWARE COSTS, net ......................................       895       949

EXCESS OF COST OVER FAIR VALUE OF NET ASSETS ACQUIRED,
   net of accumulated amortization  of $2,805  and $2,627
   in 1997 and 1996, respectively ........................     4,666     4,683

OTHER ASSETS .............................................       159       254
                                                                 ---       ---

                                                             $25,517   $27,671
                                                             =======   =======

                      LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:

   Accounts payable and accrued expenses..................  $  3,239  $  4,227
   Current portion of long- term debt ....................       505       458
   Deferred revenues .....................................     9,097     8,972
                                                               -----     -----
       Total current liabilities .........................    12,841    13,657

DEFERRED REVENUES ........................................     4,423     3,964

LONG-TERM DEBT ...........................................       441       526

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY:

   Common stock, $.0001 par value; 150,000,000
     authorized; 101,904,000 shares in 1997 and
     101,335,000 shares in 1996 issued and outstanding ....       10        10
   Additional paid-in capital .............................   79,594    78,870
   Accumulated deficit ....................................  (71,792)  (69,356)
                                                             -------   ------- 
              Total Shareholders' Equity ..................    7,812     9,524
                                                               -----     -----

                                                            $ 25,517  $ 27,671
                                                            ========  ========
<FN>
           See Notes to Condensed Consolidated Financial Statements.
</FN>
</TABLE>
<PAGE>


                    COMPUTER CONCEPTS CORP. AND SUBSIDIARIES
                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (Unaudited)
                      For the Three Months Ended March 31,
                     (in thousands, except per share data)

<TABLE>
<CAPTION>
                                                  1997           1996
                                                  ----           ----
                                                             (As restated)

<S>                                             <C>           <C> 
REVENUES:
  Software licenses and support..........       $ 5,014        $ 4,109
  Other ..................................          837           --
                                                  -----          -----          
                                                  5,851          4,109

COSTS AND EXPENSES:

  Cost of revenues and technical support .        2,383         1,334
  Research and development ...............          584           354
  Sales and marketing ....................        3,004         1,927
  General and administrative ..............       1,765         1,817
  Amortization and depreciation ...........         551           762
  Unusual charges .........................        --           2,075
                                                  -----        ------  
                                                  8,287         8,269
                                                  -----         -----

OPERATING  LOSS ..........................       (2,436)       (4,160)
                                                 ------        ------ 
OTHER INCOME/(EXPENSE):

  Interest charge pertaining to the
   discount on convertible debentures ....        --             (260)
                                                -----            ---- 

 NET LOSS ................................    $  (2,436)     $ (4,420)
                                              =========      ======== 

NET LOSS PER SHARE .......................    $    (.02)     $   (.08)
                                              =========      ======== 

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING      101,676        58,211
                                                =======        ======

<FN>
        See Notes to Condensed Consolidated Financial Statements.
</FN>
</TABLE>

<PAGE>


                COMPUTER CONCEPTS CORP. AND SUBSIDIARIES
             CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                               (Unaudited)
                 For the Three Months Ended March 31,
                             (in thousands)
<TABLE>
<CAPTION>

                                                               1997       1996
                                                               ----       ----
OPERATING ACTIVITIES:                                                 (As restated)

<S>                                                          <C>        <C>     
Net loss .................................................   $(2,436)   $(4,420)
Adjustments to reconcile net loss to net cash
  used in operating activities
    Depreciation and amortization:
        Software costs ...................................       149        366
        Property and equipment ...........................       213        160
        Excess of cost over  fair value of net assets
          acquired .......................................       178        234
        Other ............................................         2          2
        Non-cash interest charge for discount on
          convertible debt ...............................        --        260
    Common stock issued for services .....................        40        305
    Non-cash unusual charges .............................        --      2,000
Changes in operating assets and liabilities:
    Accounts receivable ..................................        36      1,402
    Installment accounts receivable, due after one year ..      (529)      (769)
    Inventories ..........................................        (4)        22
    Prepaid expenses and other current assets ............       148       (111)
    Other assets .........................................        93         (6)
    Accounts payable and accrued expenses ................      (322)      (302)
    Deferred revenue .....................................       584        435
                                                                 ---        ---
          Net cash used in operating activities ..........    (1,848)      (422)
                                                              ------       ---- 
INVESTING ACTIVITIES:
    Capital  expenditures ................................      (464)       (59)
    Additional consideration for Softworks acquisition ...      (161)      (176)
    Capitalization of software development costs .........       (96)      (104)
    Net change in  advances to officers ..................       (91)        (6)
                                                                 ---         -- 
          Net cash used in investing activities ..........      (812)      (345)
                                                                ----       ---- 

FINANCING ACTIVITIES:
    Net proceeds from sales of common stock and options ..        18      1,733
    Net change in long-term debt, including proceeds
     from sale of convertible debentures .................       (38)     1,621
                                                                 ---      -----
          Net cash provided/(used) by financing activities       (20)     3,354
                                                                 ---      -----

INCREASE (DECREASE ) IN  CASH  AND CASH  EQUIVALENTS .....    (2,680)     2,587
CASH AND CASH  EQUIVALENTS, beginning of period ..........     5,675        579
                                                               -----        ---
CASH AND CASH  EQUIVALENTS, end of period ................   $ 2,995    $ 3,166
                                                             =======    =======
<FN>
            See Notes to Condensed Consolidated Financial Statements.
</FN>
</TABLE>
<PAGE>

                    COMPUTER CONCEPTS CORP. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

               For the Three Months Ended March 31, 1997 and 1996

          1.  INTERIM FINANCIAL INFORMATION

The condensed consolidated balance sheet as of March 31, 1997, and the condensed
consolidated  statements of operations and cash flows for the three months ended
March 31, 1997, and 1996, have been prepared by the Company without audit. These
interim financial statements include all adjustments,  consisting only of normal
recurring accruals, which management considers necessary for a fair presentation
of the financial statements for the above periods. The results of operations for
the three months ended March 31, 1997, are not necessarily indicative of results
that may be expected for any other interim  periods or for the full year. 

These  condensed  consolidated  financial  statements  should  be  read  in
conjunction with the consolidated financial statements and notes thereto for the
year ended  December 31, 1996.  The  accounting  policies  used in preparing the
condensed  consolidated financial statements are consistent with those described
in the December 31, 1996, consolidated financial statements.

           2.  BASIS OF PRESENTATION

Computer Concepts Corp. and subsidiaries (the "Company") design, develop, market
and support  information  delivery software  products,  including  end-user data
access tools for use in personal  computer and  client/server  environments  and
systems management software products for corporate  mainframe data centers.  The
Company  has  recently  entered  into  the  Information  Services  /  technology
infrastructure  service business.  The Company's  principal market is the United
States. Overseas revenues are principally made to European distributors.

The Company has incurred  consolidated  net losses of $2,436,000,  for the three
months ended March 31, 1997, and  cumulative  net losses of $71,792,000  through
March 31, 1997.  Further,  the Company has incurred  consolidated  net losses of
$18,953,000,  $18,365,000  and  $12,207,000  during the years ended December 31,
1996,  1995 and 1994,  respectively.  For the three month period ended March 31,
1997, net cash used in operating activities was $1,848,000, reflecting the above
net loss being offset by various  non-cash items  described in the  accompanying
consolidated  statement of cash flows.  The  Company's  cash  requirements  were
primarily financed through prior year sales of convertible debentures and common
stock and exercises of stock options.

The  Company  does not  maintain  a  credit  facility  with  any  financial
institution.  The Company  has  continued  to incur  significant  expenses  with
respect to the development and marketing of its d.b.Express  product  technology
without generating any significant  revenues. As a result of continued operating
losses,  the use of  significant  cash in operations  and the lack of sufficient
funds to execute its business plan,  among other  matters,  there is substantial
doubt about the Company's ability to continue as a going concern. No adjustments
have been made with respect to the condensed  consolidated  financial statements
to record the results of the ultimate outcome of this uncertainty.

<PAGE>
                    COMPUTER CONCEPTS CORP. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

               For the Three Months Ended March 31, 1997 and 1996

2.  BASIS OF PRESENTATION   (continued)

Management's  plans to remain a going concern,  as more fully described in these
notes, require additional financing until such time as sufficient cash flows are
generated  from  operations.  Subsequent to March 31, 1997,  the Company  raised
approximately $1,097,000, through the sale of $1,270,000 of non-interest bearing
convertible  debentures.  See Note 4.b to the condensed  consolidated  financial
statements.

There can be no  assurances  that the Company will be able to obtain  sufficient
financing to execute its business plan. The Company's  current source of revenue
continues to be derived from its  Softworks  subsidiary.  Management's  plans to
remain a going concern rely upon achieving  positive cash flows from  operations
through the continued growth of Softworks and the successful exploitation of the
Company's  d.b.Express  product.  While to date,  revenues from d.b.Express have
been insignificant, management believes that its proprietary software technology
has  significant  potential in several  areas,  and solves  certain  significant
business issues in the telecommunications and internet related markets. In order
to realize the potential of this product,  management  will need to aggressively
pursue  all  marketing   opportunities.   To  date,  the  Company  has  incurred
significant losses (both cash expenses and non-cash expenses) as a result of the
development  and marketing of  d.b.Express.  There can be no assurances that the
Company will be successful in achieving positive cash flows from operations with
respect to the d.b.Express  product. The Company continues to pursue license and
development  agreements  with  various  companies.  While none of the  Company's
existing  agreements or development  opportunities,  that relate to d.b.Express,
provide sales commitments,  management believes that the successful exploitation
of its  d.b.Express  technology,  as well as the continued  growth of Softworks,
will  eventually  enable  the  Company  to  achieve  positive  cash  flows  from
operations.  Unless  the  Company  determines  to  discontinue  its  pursuit  of
d.b.Express  revenues  (which requires  significant  financial  resources),  the
Company will need to generate  positive cash flows from operations from the sale
of  d.b.Express  product in order to decrease its  dependency on cash flows from
financing  activities and remain a going  concern.  At May 20, 1997, the Company
had  cash  and  cash  equivalents  of  approximately   $2,650,000   (unaudited).
Ultimately,  however,  positive cash flows from  operations will be necessary in
order to curtail the Company's reliance on equity placements.

The  Company is a  defendant  in several  lawsuits  and class  action  claims as
described in Note 5.d. Based on consultation with legal counsel, the Company and
its officers believe that meritorious  defenses exist regarding the lawsuits and
claims, and they are vigorously  defending against the allegations.  The Company
is unable to predict  the  ultimate  outcome of the  claims,  which could have a
material  adverse effect on the consolidated  financial  position and results of
operations of the Company.  Accordingly,  except as expressly  discussed herein,
the financial  statements do not reflect any adjustments  that might result from
the ultimate outcome of these litigation matters.

<PAGE>

                    COMPUTER CONCEPTS CORP. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)
               For the Three Months Ended March 31, 1997 and 1996


   3.  RESTATEMENTS

In March, 1996, the Company sold $2,000,000 of 13% convertible debentures.  Such
debentures  had a maturity date of March 5, 1998, and were  convertible,  at the
option of the holder, commencing 45 days from the date of issue, into restricted
common stock of the Company.  The debentures  fully  converted  during the three
month period ended June 30, 1996, into 2,473,839  shares of the Company's common
stock. The convertible  debentures had an assured  conversion  discount of 32.5%
from the  average  of the five  business  days  closing  bid  price  immediately
preceding the conversion.  In connection with this discount,  SEC Staff comments
and  consistent  with SEC observer  comments at the  Emerging  Issues Task Force
meeting  on March 13,  1997,  related  to this  topic,  the  Company  recorded a
deferred  asset of $650,000 upon the receipt of the funds,  and  amortized  such
discount  over the period  commencing on the date the security was issued to the
date it first became convertible.  Accordingly, for the three month period ended
March 31, 1996, the Company recorded a non-cash interest charge related to these
securities of $260,000.

   4.   SHAREHOLDERS' EQUITY

a. Authorized Common Shares

On March 20, 1996, the  shareholders of the Company  approved an increase in the
number of authorized common shares from 60,000,000 to 150,000,000.

b. Sales of Common Stock and Convertible Debentures

During the three month  period  ended March 31,  1997,  the Company  consummated
sales of 65,250 shares of unrestricted  common stock resulting from the exercise
of  stock  options.   Proceeds  raised  from  these  sales  aggregated  $18,000.

Subsequent to March 31, 1997, the Company raised  approximately  $1,097,000
(net of expenses and commissions of approximately  $173,000) through the sale of
$1,270,000 non-interest bearing convertible debentures.  These debentures mature
May 9, 1998 and are  convertible,  at the option of the holder,  commencing 45
days from the date of issue into  restricted  common stock of the  Company.  The
convertible  debentures  have an assured  discount of 25% from the prices of the
Company's common stock at various defined periods.

c. Stock Option Plans

On March 20, 1996, the Company's  shareholders  approved the  termination of the
1993 Stock Option Plan (the "Employees' Plan"), the 1993 Directors, Officers and
Consultants  Stock  Option Plan (the "DOC  Plan"),  and the 1993 Prior  Services
Stock Option Plan (the "Prior Services Plan") and the adoption of the 1995 Stock
Incentive Plan (the "1995 Incentive Plan").  Further, the Company's shareholders
also  approved the Outside  Director  Stock Option Plan (the  "Director  Plan").
Directors  of the Company  who are not  full-time  employees  of the Company are
eligible to participate in the Director Plan.

<PAGE>

                    COMPUTER CONCEPTS CORP. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)
               For the Three Months Ended March 31, 1997 and 1996

     5. COMMITMENTS AND CONTINGENCIES 

a. Contingent  Consideration 

In  connection  with the 1993  acquisition  of  Softworks,  the  Company is
required to make additional  payments to two of Softworks' former  shareholders,
based upon certain  product  revenues for the years 1995 through  1998,  up to a
maximum of $1,000,000  each,  for an aggregate  maximum of  $2,000,000.  Through
March 31, 1997,  the Company has incurred an aggregate  liability of $1,086,000,
(of which $983,000 has been paid) to the non-employee former shareholders, which
has been treated as additional consideration in connection with the acquisition,
and,  accordingly,  included  in the  excess of cost over the fair  value of net
assets acquired,  as these individuals did not continue in the employment of the
Company  subsequent to the acquisition.  No other contingent  payments have been
made under the terms of this agreement.

b. Employment Agreements

The  Company has  entered  into  various  employment  agreements  with three key
employees for base compensation  aggregating $400,000 per year. These agreements
expire at various times in 1997 and will be automatically renewed for succeeding
terms of one year unless the Company, or the employee, gives written notice.

c. Registration Statements/Restricted Securities

The  Company  has used  restricted  common  stock for the  purchase  of  certain
companies and has sold restricted common stock in private  placements.  At March
31,  1997,   15,505,000  shares  of  restricted  common  stock  are  issued  and
outstanding.

d. Legal Matters

During May 1994, the Company and certain  officers  received  notification  that
they have been named as  defendants  in a class action  alleging  violations  of
certain securities laws with respect to disclosures made regarding the Company's
acquisition  of Softworks  during 1993. On September 12, 1996, the settlement of
this class  action  claim was  approved  by the United  States  District  Court,
Eastern  District of New York. The Company  recorded a charge to earnings in the
first quarter of 1996 of $2,075,000  to reflect this  settlement,  consisting of
$75,000 plus 2,614,000 of the Company's common stock.

   In September  1994, the Company  received notice of an action alleging breach
of contract regarding an acquisition  transaction initiated during 1993. In July
1995, a settlement agreement was reached whereby the Company was required to pay
$75,000  and agreed to an  amendment  of the  original  contract  to acquire the
license for additional software.  Pursuant to such amendment, the Company issued
a non-interest  bearing  promissory note in the amount of $388,800 payable in 36
monthly  installments,  with the final payment  scheduled for September 1, 1998,
which  amount  was  recorded  as an  unusual  charge  in the  1995  consolidated
statement of operations.

<PAGE>

                    COMPUTER CONCEPTS CORP. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

               For the Three Months Ended March 31, 1997 and 1996

   5.  COMMITMENTS AND CONTINGENCIES (continued)

In July,  1995,  the  Company  received  notice of an action  alleging  the
Company had not used its best efforts to register  warrants to purchase  500,000
shares of the Company's  common stock within 30 days from written  notice to the
Company,   pursuant  to  a  financial  consulting  agreement.  The  Company  had
maintained  that it had always  used,  and  continued to use its best efforts to
cause the registration of those warrants to occur. However, to avoid the expense
and resolve the uncertainties of litigation,  the matter was originally  settled
by including 385,000 warrants in the Company's registration statement,  with the
balance of 115,000 warrants being canceled. As the registration statement became
effective on August 9, 1996, the Company believes this matter has been resolved;
however, the Company is unable to predict the ultimate outcome of this suit and,
accordingly, no adjustment has been made in the condensed consolidated financial
statements for any potential losses.

     In July, 1995, the Company and certain officers received  notification that
they  have  been  named as  defendants  in a class  action  claim in  regard  to
announcements  and  statements  regarding the  Company's  business and products.
During August and September,  1995, four  additional,  substantially  identical,
class action  claims were made.  In November,  1995,  the five  complaints  were
consolidated  into one action.  Plaintiffs  have moved to certify a class action
and the Company has not opposed the motion.  No damages  have been  specified in
any of these class action claims.  Based on consultation with legal counsel, the
Company and its officers believe that  meritorious  defenses exist regarding the
claims and they are vigorously defending against the allegations. The Company is
unable to predict  the  ultimate  outcome of these  claims,  which  could have a
material  adverse impact on the consolidated  financial  position and results of
operations of the Company, and accordingly,  no adjustment has been made for any
potential losses.

During March 1997, the Company  received a Complaint filed in the U.S.  District
Court for the  Western  District of Texas,  by Dell  Computer  Corporation.  The
Complaint  alleges that the Company failed to deliver  product as contracted for
and further  alleges damages in excess of $50,000.  Based on  consultation  with
legal counsel,  the Company and its officers believe that  meritorious  defenses
exist  regarding  the  claims  and they are  vigorously  defending  against  the
allegations.  The  Company is unable to  predict  the  ultimate  outcome of this
claim, which could have an adverse impact on the consolidated financial position
and results of operations of the Company,  and  accordingly,  no adjustment  has
been made for any potential losses.


<PAGE>


                    COMPUTER CONCEPTS CORP. AND SUBSIDIARIES

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

               For the Three Months Ended March 31, 1997 and 1996

Business Description

Computer Concepts Corp. and subsidiaries (the "Company") design, develop, market
and support  information  delivery software  products,  including  end-user data
access tools for use in personal  computer and  client/server  environments  and
systems management software products for corporate  mainframe data centers.  The
Company  has  recently  entered  into  the  Information  Services  /  technology
infrastructure  service business.  The Company's  principal market is the United
States. Overseas revenues are principally made to European distributors.

The Company consists of four operating units or product lines:  d.b.Express,
Softworks,  MapLinx,  and a newly formed business unit.  d.b.Express  provides
businesses  with  a  simple,  fast,  low-cost  method  of  finding,  organizing,
analyzing and using information  contained in databases through a visually-based
proprietary  software tool.  Softworks,  provides  systems  management  software
products  that  optimize   mainframe   system   performance,   reduce   hardware
expenditures,   and  enhance  the  reliability  and  availability  of  the  data
processing environment.  Products marketed by Softworks include technology which
addresses the year 2000 problem.  MapLinx  provides a desktop  database  mapping
utility for  personal  computers.  During the three months ended March 31, 1997,
the Company  commenced  operations  of a new business  unit which is designed to
provide a wide  array of  information  technology,  support  and  services.  The
Company has employed an individual,  formerly with I.B.M.,  having  expertise in
this field and intends to capitalize on his  experience  and competency in order
to create a unique,  single  management  infrastructure  to support an extensive
selection of services and vendors.  The  Company's  new business line will offer
solutions,  support,  and  strategies to solve various  business  crises in such
areas as: network determinations,  help desk applications,  wiring/cabling,  LAN
connections,  moves/adds/changes,  and  project  management.  Additionally,  the
Company will oversee new  installations  as well as offering  on-site  component
repair.  The method of revenue  recognition  will be dependent upon the type and
manner  of  service  provided.

<PAGE>


                    COMPUTER CONCEPTS CORP. AND SUBSIDIARIES

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

               For the Three Months Ended March 31, 1997 and 1996

Results of Operations

Three Months Ended March 31, 1997 Compared with March 31, 1996
---------------------------------------------------------------

Total revenues for the quarter ended March 31, 1997, of $5,851,000  increased by
$1,742,000  from  $4,109,000  for the three months ended March 31, 1996. For the
quarter ending March 31, 1997, sales at Softworks increased by $1,474,000, while
decreasing at Maplinx - $531,000.  Revenue of $837,000 was  recognized  applying
the percentage-of-completion method by the Company's new business unit. 

The cost of revenues and  technical  support has increased by $1,049,000 to
$2,383,000  for the period  ended March 31, 1997 from  $1,334,000  for the prior
year first  quarter.  The  principal  factors  for this  increase  are the costs
associated (applying the percentage-of-completion  method) with the new business
unit of $771,000,  costs  associated  with  d.b.Express  technology of $217,000,
increases of costs at  Softworks of $247,000,  offset by decreases at Maplinx of
$174,000.

Research and  development  costs rose  approximately  $230,000,  due in part, to
increases incurred in further developing d.b.Express technology, of $205,000.

Sales and marketing expenses increased by $1,077,000 to $3,004,000 from the
first quarter of the prior year amount of $1,927,000. The increase was primarily
due to costs at Softworks  rising  $905,000,  over the three month period in the
prior year. The additional  expenditures were due to start-up costs attributable
to the marketing of the Year 2000 suite of products,  the  SavanTechnology  line
and  additional  location and employee costs for new offices in the U.S. as well
as overseas.  Additionally, costs associated with d.b.Express increased from the
prior year by $302,000.  The above referenced increases were offset by decreases
at Maplinx - $124,000.

General and  administrative  costs decreased $52,000 to $1,765,000 for the three
months ended March 31, 1997,  when  compared to the three months ended March 31,
1996.  Factors  contributing to the decrease were the cessation of operations of
Superbase - $162,000, decreases of costs associated with d.b.Express - $254,000,
offset by increases at Softworks of $375,000.

<PAGE>

                    COMPUTER CONCEPTS CORP. AND SUBSIDIARIES

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

               For the Three Months Ended March 31, 1997 and 1996

Results of Operations (continued)

Financial Condition and Liquidity
---------------------------------

The Company has incurred  consolidated  net losses of $2,436,000,  for the three
months ended March 31, 1997, and  cumulative  net losses of $71,792,000  through
March 31, 1997.  Further,  the Company has incurred  consolidated  net losses of
$18,953,000,  $18,365,000  and  $12,207,000  during the years ended December 31,
1996,  1995 and 1994,  respectively.  For the three month period ended March 31,
1997, net cash used in operating activities was $1,848,000, reflecting the above
net loss being offset by various  non-cash items  described in the  accompanying
consolidated  statement of cash flows.  The  Company's  cash  requirements  were
primarily financed through prior year sales of convertible debentures and common
stock and exercises of stock options.

The  Company  does not  maintain  a  credit  facility  with  any  financial
institution.  The Company  has  continued  to incur  significant  expenses  with
respect to the development and marketing of its d.b.Express  product  technology
without generating any significant  revenues. As a result of continued operating
losses,  the use of  significant  cash in operations  and the lack of sufficient
funds to execute its business plan,  among other  matters,  there is substantial
doubt about the Company's ability to continue as a going concern. No adjustments
have been made with respect to the condensed  consolidated  financial statements
to record the results of the ultimate outcome of this uncertainty.

Management's plans to remain a going concern, require additional financing until
such time as sufficient cash flows are generated from operations.  Subsequent to
March 31, 1997, the Company raised approximately $1,097,000, through the sale of
$1,270,000 non-interest bearing convertible  debentures.  See Note 4.b to the
condensed consolidated financial Statements

There can be no  assurances  that the Company will be able to obtain  sufficient
financing to execute its business plan. The Company's  current source of revenue
continues to be derived from its  Softworks  subsidiary.  Management's  plans to
remain a going concern rely upon achieving  positive cash flows from  operations
through the continued growth of Softworks and the successful exploitation of the
Company's  d.b.Express  product.  While to date,  revenues from d.b.Express have
been insignificant, management believes that its proprietary software technology
has  significant  potential in several  areas,  and solves  certain  significant
business issues in the telecommunications and internet related markets. In order
to realize the potential of this product,  management  will need to aggressively
pursue  all  marketing   opportunities.   To  date,  the  Company  has  incurred
significant losses (both cash expenses and non-cash expenses) as a result of the
development  and marketing of  d.b.Express.  There can be no assurances that the
Company will be successful in achieving positive cash flows from operations with
respect to the d.b.Express  product. The Company continues to pursue license and
development  agreements  with  various  companies.  While none of the  Company's
existing  agreements or development  opportunities,  that relate to d.b.Express,
provide sales commitments,  management believes that the successful exploitation
of its  d.b.Express  technology,  as well as the continued  growth of Softworks,
will  eventually  enable  the  Company  to  achieve  positive  cash  flows  from
operations. Unless the Company determines


<PAGE>

                    COMPUTER CONCEPTS CORP. AND SUBSIDIARIES

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

               For the Three Months Ended March 31, 1997 and 1996

Financial Condition and Liquidity (continued)

to discontinue its pursuit of d.b.Express  revenues (which requires  significant
financial resources), the Company will need to generate positive cash flows from
operations  from the sale of  d.b.Express  product  in  order  to  decrease  its
dependency on cash flows from  financing  activities and remain a going concern.
At May 20,  1997,  the Company had cash and cash  equivalents  of  approximately
$2,650,000 (unaudited). Ultimately, however, positive cash flows from operations
will be  necessary  in  order  to  curtail  the  Company's  reliance  on  equity
placements.

In connection with the 1993  acquisition of Softworks,  Inc.  ("Softworks")  the
Company  is  required  to  make  additional  contingent  purchase  consideration
payments to two of Softworks'  former  shareholders  based upon certain  product
revenues for the years 1995 through 1998,  up to a maximum of  $1,000,000  each,
for an aggregate  maximum of  $2,000,000.  Through  March 31, 1997,  the Company
incurred a liability  of  $1,086,000,  (of which  $983,000 has been paid) to the
non-employee  former   shareholders,   which  has  been  treated  as  additional
consideration in connection with the acquisition and,  accordingly,  included in
the  excess  of cost  over  the  fair  value of net  assets  acquired,  as these
individuals did not continue in the employment of the Company  subsequent to the
acquisition. No other contingent payments have been made under the terms of this
agreement.

The  Company is a  defendant  in several  lawsuits  and class  action  claims as
described in Note 5.d. Based on consultation with legal counsel, the Company and
its officers believe that meritorious  defenses exist regarding the lawsuits and
claims, and they are vigorously  defending against the allegations.  The Company
is unable to predict  the  ultimate  outcome of the  claims,  which could have a
material  adverse effect on the consolidated  financial  position and results of
operations of the Company.  Accordingly,  except as expressly  discussed herein,
the financial  statements do not reflect any adjustments  that might result from
the ultimate outcome of these litigation matters.

Softworks  sells  perpetual and fixed term licenses for its mainframe  products,
for which extended  payment terms of three to five years may be offered.  In the
case of extended payment term agreements, the customer is contractually bound to
equal annual fixed payments.  The first year of post contract  customer support,
(PCS) is bundled  with  standard  license  agreements.  In the case of  extended
payment  term  agreements,  PCS is bundled for the length of the  payment  term.
Thereafter,  in both instances, the customer may purchase PCS annually. At March
31, 1997, the amount of such future  receivables  extending  beyond one year was
approximately  $4,243,000,  and is included in installment  accounts receivable,
due after one year and deferred revenues.

<PAGE>


               COMPUTER CONCEPTS CORP. AND SUBSIDIARIES
                      PART II - OTHER INFORMATION

          For the Three  Months Ended March 31, 1997 and 1996


Item 1.  Legal Proceedings

 See Note 5.d to the condensed consolidated financial statements.

Item 2.  Changes in Securities

Not applicable.

Item 3.  Defaults Upon Senior Securities

Not applicable.

Item 4.  Submission of Matters to a Vote of Security Holders

Not applicable.

Item 5.  Other Information

Not applicable

Item 6. Exhibits and Reports on Form 8-K 

Not applicable.

<PAGE>


                    COMPUTER CONCEPTS CORP. AND SUBSIDIARIES
                           PART II - OTHER INFORMATION

               For the Three Months Ended March 31, 1997 and 1996



SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.

COMPUTER CONCEPTS CORP.


/s/ Daniel DelGiorno, Sr.
Daniel DelGiorno Sr.             Chief Executive Officer,      May 20, 1997
                                 Director


/s/ George Aronson
George Aronson                   Chief Financial Officer        May 20, 1997